The present General Service Agreement (hereinafter referred to as “the Agreement”) has been concluded between the Client (either individual or corporate body) and PortlandInter Services OÜ of Harju maakond, Tallinn, Kesklinna linnaosa, Tuukri tn 19-315,10152 (hereinafter referred to as “the Company”), collectively referred to as “the Parties”, and individually as a “Party”.
Whereas, the Client is intended to purchase or use the Company products and/or services; and whereas, the Company agrees to provide these products and/or services to the Client based on the terms and conditions specified in this Agreement and/or in correspondence agreed additionally, now, therefore, in consideration of the above and of the mutual benefits and obligations set forth herein, the Parties agree on the terms and conditions.
2.1. The Company agrees to provide the Client with the products and/or services (hereinafter referred to as “the Services”) to the extent requested.
2.2. At that, the Services may include other products and/or services that the Parties may agree upon in writing in a separate additional agreement.
3.1. The Agreement shall deem effective on the commencement date hereof and shall remain in full force and effect for the period of one (1) year, or until the moment when the Agreement is terminated due to the breach of these provisions.
3.2. The term of this Agreement may be extended upon consent of the Parties indicated in the additional agreement.
4.1. The Company grants the Client a non-exclusive, non-transferable, limited license to use the Services according to this Agreement.
5.1. Responsibility of the Client:
5.1.1. The Client accepts and acknowledges that by this Agreement s/he has agreed on and will observe the general terms and conditions specified herein.
5.1.2. The Client guarantees that s/he has had all required licenses, permits and other documents in order to use the Services.
5.1.3. The Client agrees that any information provided to the Company will be used by the latter at its sole discretion.
5.1.4. The Client guarantees the Services will not be used for any improper or unlawful purposes. In case of any violations hereof, the Services provided to the Client will be terminated.
5.1.5. The Client shall not sell, resell, duplicate, reproduce or otherwise transmit the Services given by the Company to any third parties. At that, the Company shall not be liable for any claims made on this matter.
5.1.6. By using the Services in any manner, the Client agrees to be bound by this Agreement.
5.2. Responsibility of the Company:
5.2.1. The Company agrees to provide the Client with the Services as requested and paid for.
5.2.2. The Company guarantees the Services are provided on the available basis to the best of its knowledge.
5.2.3. The Company bears no responsibility for damage or loss of the Client’s data. At that, the Company is not responsible for any damages or losses caused by the provided Services.
5.2.4. The Company reserves the right to terminate the Agreement without prior notice for purposes of the Client’s inappropriate use of the Services.
6.1. All payments made for the Services are in USD (U.S. dollars), unless otherwise specified separately.
6.2. Fees for the Services will be charged in advance and shall be borne by the Client.
6.3. The Client shall pay for the Services within fourteen (14) business days from the date of invoicing by the Company. Any delay in payments for the Services will result in extra charging of two percent (2.00%) from the invoiced amount per month and suspension of the Services, which shall be borne by the Client.
6.3. Payments for the Services shall be made in full, unless otherwise agreed between the Company and the Client.
6.4. Any taxes (VAT incl., if any) or other charges related to payment for the Services shall be borne by the Client solely.
7.1. The warranties set out herein constitute the Company warranties with regard to the Services only.
7.2. In no event shall either Party or its representatives and/or employees bear liability for losses or damages caused to any third parties due to performance or failure to fulfil the obligations imposed by either Party.
7.3. Except as otherwise expressly set forth in this Agreement, the Company or its representatives and/or employees makes no warranties regarding the Services or after-use of the Services.
7.4. The Client waives their right to make a claim or commence the proceedings with regard to the Services given by the Company after one (1) year from the date of the Agreement.
8.1. In case a Party seeks indemnification for any losses and/or damages, this Party should notify the other Party in writing. Verbal form of notification shall not be deemed as acceptable.
8.2. Any claims or proceedings claimed by any third parties shall hold the Company harmless as stated in clause 5.1.5.
8.3. The Company may seek indemnification for any losses and/or damages caused by the Client unless the latter fulfils the obligations imposed by this Agreement.
8.4. The licensed versions of the Company products, once bought, cannot be refunded.
8.5. In case of force majeure circumstances, including but not limited to acts of God, hostilities, material shortages and any other cause beyond reasonable control of such Party, neither Party shall bear any liability for any delay in or failure to fulfil any or all of their obligations. In such event either Party shall notify the other Party of such circumstances in writing promptly.
9.1. The Confidential information (hereinafter referred to as “the Confidential Information”) constitutes any data and information, including, but not limited to, technical, financial, business, marketing, and sales, disclosed by the Parties to each other according to this Agreement.
9.2. The clause 9.1. does not apply to the Confidential Information if:
(a) it becomes available to the public not from the receiving Party;
(b) it becomes available to the receiving Party from any third parties;
(c) it is allowed to be disclosed by the disclosing Party;
(d) otherwise specified and agreed upon by both Parties.
9.3. The Confidential Information shall be kept protected and in confidence by the receiving Party for three (3) years at least from the date of its disclosure.
9.4. The Confidential Information shall be kept non-disclosed to any third parties.
9.5. Notwithstanding the above clauses of the Confidentiality Chapter, each Party may disclose the Confidential Information to its representatives and/or employees, if needed, but provided that the latter are notified of the confidential nature of the Confidential Information disclosed.
10.1. The Services provided are deemed to be in the Company’s ownership and the international copyright, trademark, patent, trade secret and any other intellectual property laws apply as the means of Services protection.
10.2. At that, the Company has the exclusive rights for the Services, and the Client agrees to have only the rights, related to the Services, given according to this Agreement.
11.1. Unless otherwise specified herein, all notifications shall be sent to the Parties, particularly to the Client’s account holder email, and to the Company registered address and/or email/p>
12.1. In case either Party breaches one of the provisions specified herein or fails to fulfil the obligations imposed hereby, the other Party has a right to terminate the Agreement immediately.
12.2. Any termination notices shall be sent by the Party willing to terminate the Agreement at the Company and/or Client’s email and/or registered address.
13.1 This Agreement shall be governed by and construed according to the laws of the laws of Estonia.
13.2. Any disputes that cannot be settled amicably shall be resolved in accordance with the laws of Estonia.
14.1. In case that any of the provisions of this Agreement is deemed null and void in whole or in part, the validity of the remaining provisions shall not be affected and remain in full legal force and effect.
14.2. Any and all amendments made in this Agreement shall not be valid unless made in writing by the Company.
14.3. The present Agreement is drawn up in the English language. If this Agreement is translated into another language, the English version hereof shall prevail.